The Delaware Supreme Court hasrequired opt out rights in a class action settlement. The objector that wanted to opt out was a major stockholder, the claims being settled were only damage claims and the class representative had acted in a way that called into question if it had adequately represented the class. Thus, this decision may be an abnormality and opt out rights will still continue to be rarely granted. But, we shall see.

This is an interesting decision because it may extend the circumstances where the Court of Chancery will issue a preliminary mandatory injunction requiring the payment of money. It is often said, perhaps wrongly, that there is an adequate remedy by the award of damages that precludes issuing an injunction requiring such a payment. Here, however, the parties' contract contained a provision recognizing that irreparable harm would occur if the payment was not made and the failure to make the payment also frustrated a key provision in the parties' contract governing how their entity would be operated. That was enough to get the injunction.

What claims does an indemnification clause in a sale of a company actually cover? This decision is useful in interpreting a typical indemnification clause to point out that it does not cover future events absent clear language.